United States securities and exchange commission logo





                               August 3, 2023

       William A. Ackman
       Chief Executive Officer
       Pershing Square SPARC Holdings, Ltd./DE
       787 Eleventh Avenue, 9th Floor
       New York, New York 10019

                                                        Re: Pershing Square
SPARC Holdings, Ltd./DE
                                                            Amended
Registration Statements on Form S-1
                                                            Filed July 18, 2023
and July 28, 2023
                                                            File No. 333-261376

       Dear William A. Ackman:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, we may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Amendment No. 10 to Registration Statement on Form S-1 filed July 18,
2023

       State Securities Laws, page 196

   1.                                                   We note disclosure that
you intend to distribute SPARs to institutional investors or
                                                        institutional buyers in
Prohibited States,    if at all,    no later than 30 days after the
                                                        registration statement
is effective. Please clarify whether these distributions are subject to
                                                        any uncertainty. Please
also disclose how investors will know whether they are in a
                                                        Prohibited State, when
they need to provide you with documentation that they qualify as
                                                        an institutional
investor or institutional buyer, and how they will know what
                                                        documentation will be
satisfactory.
 William A. Ackman
FirstName  LastNameWilliam A. Ackman
Pershing Square SPARC Holdings, Ltd./DE
Comapany
August     NamePershing Square SPARC Holdings, Ltd./DE
       3, 2023
August
Page 2 3, 2023 Page 2
FirstName LastName
        You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at
202-551-3295
if you have questions regarding comments on the financial statements and
related
matters. Please contact Pam Howell at 202-551-3357 or Pam Long at 202-551-3765
with any
other questions.



                                                      Sincerely,

                                                      Division of Corporation
Finance
                                                      Office of Real Estate &
Construction
cc:      Gregory P. Patti, Jr.